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EXHIBIT 10.181
EXECUTION AGREEMENT
THIRD AMENDED AND RESTATED INDEMNITY AGREEMENT
This
Indemnity Agreement ("Indemnity Agreement") is dated as of the
25th
day of January, 2006, by and between the Pokagon Band of the
Potawatomi Indians
(the "Band") and Great Lakes Gaming of Michigan, LLC, a Minnesota
limited
liability company ("Lakes"):
WITNESSETH:
WHEREAS, the Band and Lakes Entertainment, Inc., f/k/a Lakes
Gaming, Inc.
("Lakes Entertainment") previously entered into Development
Agreement dated as
of July 8, 1999, (as assigned by Lakes Entertainment to Lakes
pursuant to that
certain Assignment and Assumption Agreement dated October 16, 2000,
by and among
the Band, Lakes Entertainment and Lakes, and amended by a First
Amendment dated
as of December 22, 2004 and a Second Amended and Restated
Assignment and
Assumption Agreement dated as of January 25, 2006 ("Assignment
Agreement")), and
as amended and restated by that certain First Amended and Restated
Development
Agreement dated October 16, 2000 by and between the Band and Lakes,
and as
amended and restated by that certain Second Amended and Restated
Development
Agreement dated as of December 22, 2004, by and between the Band
and Lakes and
as amended and restated by that certain Third Amended and Restated
Development
Agreement dated of even or recent date (collectively, and as
heretofore and
hereafter further amended, substituted, restated or modified, the
"Third Amended
and Restated Development Agreement"), pursuant to which the Band
has engaged
Lakes to, among other things, assist the Band in the design,
development,
construction and management of the Facility; and
WHEREAS, Article 2 of the Third Amended and Restated Development
Agreement
provides, among other things, that Lakes shall finance the
acquisition of all
parcels of land comprising the Gaming Site and the Non-Gaming Lands
through the
making of advances (a) under the Lakes Note for the acquisition of
each parcel
of land constituting the Gaming Site (all such advances, whether
heretofore or
hereafter made, shall be collectively referred to as the "Gaming
Site
Advances"), and (b) under the Non-Gaming Land Acquisition Line of
Credit for
each parcel of land constituting the Non-Gaming Lands (all such
advances,
whether heretofore or hereafter made, shall be collectively
referred to as the
"Non-Gaming Land Advances" and together with all Gaming Site
Advances shall be
collectively referred to as the "Advances"); and
WHEREAS, as further provided in Article 2 of the Third Amended and
Restated
Development Agreement, all of the Gaming Site Advances and the
Non-Gaming Land
Advances are to be secured by mortgages in favor of Lakes on the
related parcels
of land constituting the Gaming Site and the Non-Gaming Lands;
and
WHEREAS, the Band, with the consent of Lakes, has formed and may
hereafter
form certain related entities known as "Band Designees", including
but not
limited to Pokagon Properties, LLC, a Delaware limited liability
company
("PPLLC") and Filbert Land Development, LLC, an Indiana limited
liability
company ("Filbert"), for the purpose of, at Band's option,
acquiring title to
all or a portion of the Gaming Site and all or a portion of the
Non-Gaming
Lands; and
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WHEREAS, each of the Advances (to the extent made in connection
with any
Band Designee's acquisition of Gaming Site or Non-Gaming Land
parcels) will be
made available by the Band to the Band Designee for the purpose of
paying all
costs associated with the acquisition of the parcels of land
constituting the
Gaming Site and the Non-Gaming Lands; and
WHEREAS, Lakes has required and will be requiring each Band
Designee to
execute and deliver certain Band Designee Guaranties and Band
Designee Mortgages
(as each of such terms are defined in the Third Amended and
Restated Development
Agreement) and amendments thereto from time to time in connection
with each
acquisition of parcels of land related to the Gaming Site and the
Non-Gaming
Lands and has required the Band to execute and deliver that certain
Indemnity
Agreement dated October 16, 2000 by and between the Band and Lakes,
as amended
and restated by that certain First Amended and Restated Indemnity
Agreement
dated February 28, 2001 and by that certain Second Amended and
Restated
Indemnity dated December 22, 2004 (collectively, the "Original
Indemnity
Agreement") to Lakes, all as a condition precedent to the making of
such
Advances; and
WHEREAS, in connection with the execution of the Third Amended and
Restated
Development Agreement, the Band and Lakes desire to amend and
restate the
Original Indemnity Agreement as set forth herein.
NOW,
THEREFORE, for valuable consideration, the receipt of which is
hereby
acknowledged, and as an inducement to the Lakes to make the
Advances to the
Band, the Band agrees as follows:
1.
Recitals True. The above recitals are true and this Third Amended
and
Restated Indemnity Agreement shall amend and restate the Original
Indemnity
Agreement in its entirety.
2
Definitions. Capitalized terms used but not otherwise defined
herein and
defined in the Third Amended and Restated Development Agreement
shall have the
same meaning herein as therein.
3.
Indemnity - General. The Band agrees to indemnify and to hold Lakes
(the
"Indemnitee") harmless from any and all claims, causes of action,
damages,
penalties, fees and costs (to the extent such fees and costs are
payable under
the respective Band Designee Mortgages) which may be asserted
against, or
incurred by, Indemnitee resulting from or due to any Band
Designee's failure to
pay and perform each of its obligations under any Band Designee
Guaranty and the
respe
